Jennifer Baxter Moser
Revolve GroupAbout Jennifer Baxter Moser
Independent director at Revolve Group, Inc. (RVLV); age 45 as of April 25, 2025; served on RVLV’s board from December 2012 to July 2020 and was reappointed in January 2024. Education: B.A. in economics and communications from Stanford University; M.B.A. from Harvard Business School. Core credentials include private equity investing and consumer/retail operating advisory experience; currently chairs the Audit Committee and serves on the Compensation Committee.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Revolve Group, Inc. | Director | Dec 2012–Jul 2020; reappointed Jan 2024 | Audit Committee Chair; Compensation Committee member (current) |
| TSG Consumer Partners | Vice President → Managing Director/Partner | 2007–2023 | Led strategic investment in REVOLVE; served on boards of several portfolio companies |
| Bain & Company | Consultant | 2001–2005 | Brand strategy, merger integration, organizational design; private equity due diligence |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| e.l.f. Cosmetics | Director (prior) | Public | Served on the board during TSG tenure (historic) |
| Paige Denim | Director (prior) | Private | Historic board service |
| Smashbox Cosmetics | Director (prior) | Private/acquired | Historic board service |
| Backcountry | Director (prior) | Private | Historic board service |
| Scopely | Director (prior) | Private | Historic board service |
| Various private companies | Director/Advisor | Private | Current advisory/director roles (not individually named) |
Board Governance
- Committee assignments: Audit Committee Chair; Compensation Committee member. Ms. Moser is designated an “audit committee financial expert” and meets NYSE/SEC independence criteria for audit committee service.
- Independence: Board determined Ms. Moser is independent under NYSE rules; she satisfies independence standards for committees she serves.
- Attendance: In FY2024, the board met 4 times; no director attended fewer than 75% of board and committee meetings. Audit Committee met 4 times; Compensation Committee met 4 times.
- Election results (2025 Annual Meeting): Votes for Ms. Moser 343,694,724; votes withheld 512,874; broker non-votes 2,474,266.
- Controlled company context: Co-founders control ~89% of voting power, and RVLV relies on NYSE controlled company exemptions (e.g., non-fully independent nominating committee).
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Annual Board Cash Retainer | $50,000 | Non-employee director retainer (policy) |
| Audit Committee Chair Cash Retainer | $15,000 | Committee chair premium (policy) |
| Compensation Committee Member Cash Retainer | $5,000 | Committee member fee (policy) |
| Total Cash Fees (2024 actual) | $70,000 | Ms. Moser’s actual cash fees in 2024 |
| Meeting Fees | Not disclosed | No meeting fees noted in policy or proxy |
Performance Compensation
| Equity Award | Grant Value (Policy) | Share Counts / Status | Vesting |
|---|---|---|---|
| Annual RSU grant (policy) | ~$100,000 | Ms. Moser held RSUs covering 5,567 Class A shares as of 12/31/2024 | Fully vests on earlier of 1-year from grant or day prior to next annual meeting, subject to continued service |
| Initial RSU grant (policy) | $50,000 or $100,000 | Applies when a person first becomes a non-employee director (timing-based value) | Fully vests on earlier of 1-year from grant or day prior to next annual meeting, subject to continued service |
| Additional RSUs (2025 vest) | N/A | 3,460 RSUs fully vested on Jan 18, 2025 | Fully vested as disclosed |
| Change-in-control treatment | N/A | All outstanding director equity awards become fully vested (and exercisable, if applicable) upon CoC | As defined under the 2019 Plan |
No performance metrics are tied to director equity awards; RSUs are time-based under RVLV’s outside director compensation policy.
Other Directorships & Interlocks
- Historic directorships at consumer brands (e.l.f. Cosmetics, Paige Denim, Smashbox, Backcountry, Scopely) linked to TSG investments; current roles are director/advisor to private companies. No current public interlocks disclosed; no related-party transactions reported for Ms. Moser.
- Related party transaction checks: None exceeding $120,000 involving directors since the beginning of last fiscal year; 8-K notes no Item 404(a) transactions for Ms. Moser upon reappointment.
Expertise & Qualifications
- Designated Audit Committee financial expert; possesses NYSE-defined financial sophistication.
- Deep consumer/retail investing and board experience; strategy and brand-building background (e.g., owned brand strategy and REVOLVE Beauty launch cited by management in press release).
- Advanced education in economics/communications and business administration (Stanford; Harvard Business School).
Equity Ownership
| Holder | Class A Shares | RSUs Vesting ≤60 Days | Total Beneficial Ownership | % of Shares Outstanding |
|---|---|---|---|---|
| Jennifer Baxter Moser | 3,460 | 5,567 | 9,027 | <1% (“*” per proxy) |
- Hedging/Pledging: Company policy prohibits hedging of company securities and certain types of pledging (e.g., margin accounts or pledging as loan collateral) for directors and employees. No pledging or hedging by Ms. Moser is disclosed.
- Ownership guidelines: The nominating & corporate governance committee considers policies/practices regarding director ownership; specific guideline multiples are not disclosed in the proxy.
Governance Assessment
- Strengths: Independent director; Audit Committee Chair and financial expert; clean related-party profile; strong election support; consistent attendance; RSU-based equity grants align with shareholder value creation.
- Considerations: Controlled company status reduces certain governance protections (non-fully independent nominating committee); co-founders’ ~89% voting control can override minority shareholder preferences.
- Compensation alignment: Director pay mix is balanced with modest cash retainer and time-based RSUs; no meeting fees or perquisites disclosed; change-in-control accelerates vesting for directors, a common market practice.
- Shareholder signals: 2025 say-on-pay passed comfortably (Votes For 343,910,023; Against 267,592; Abstentions 29,983), supporting overall compensation framework and governance.
RED FLAGS
- None disclosed specific to Ms. Moser: no related-party transactions, loans, pledging/hedging, or attendance issues reported.
Appendix: Director Compensation Detail (2024 Actuals)
| Metric | Amount |
|---|---|
| Fees Earned or Paid in Cash ($) | $70,000 (Board $50k; Audit Chair $15k; Comp member $5k) |
| Stock Awards ($) | $149,980 (aggregate grant date fair value) |
| Total ($) | $219,980 |
| RSUs Held (as of 12/31/2024) | 5,567 (vest day prior to annual meeting); 3,460 (fully vested on Jan 18, 2025) |